Explorium Platform License Agreement Updated July 2021 This Explorium Platform License Agreement together with any specific Order Form signed or submitted by You, as defined herein, the Web Site Privacy Policy, available at , https://www.explorium.ai/privacy-policy/, the Platform Privacy Policy available at https://www.explorium.ai/platform-privacy-policy/, and any other exhibits, appendices, or schedules attached thereto (collectively, the “Agreement“) are entered into between Explorium Inc. and any of its Affiliates (“Explorium” or “Company”) and set forth the terms under which you may access and use the Services (as defined below). In the event of any inconsistencies between a specific Order Form which you have signed, and this License Agreement, the relevant Order Form shall prevail. If you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that you have the legal authority to bind you employer or the applicable entity to this Agreement. You or your employer may have entered into a written agreement with Explorium which governs the use of the Services. In such case, such agreement takes precedence over this Agreement. You may not access or use the Services or accept the Agreement if you are not at least 18 years old. By executing or submitting any Order Form, clicking your acceptance to the Agreement, or by using the Services you signify that you have read and agree to be bound by the terms and conditions of the Agreement. If you do not agree with all the provisions of this Agreement, do not access and/or use the Services. YOU MAY NOT USE OR ACCESS THE SERVICES IF YOU ARE A DIRECT COMPETITOR OF EXPLORIUM UNLESS EXPLICITLY AGREED BY EXPLORIUM IN WRITING. FURTHERMORE, YOU MAY NOT USE OR ACCESS THE SERVICES FOR BENCHMARKING OR ANY OTHER COMPETITIVE PURPOSE. 1. DEFINITIONS “Affiliate” means any entity that, directly or indirectly, owns or controls, is owned by or is controlled by, or is under common ownership or control with a party. As used herein, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than 50% of the voting interests of an entity. “API” means the application programming interface that facilitates the transfer of data between Explorium and Customer. “Customer” “you”, and “your” means the entity who has entered into this Agreement, including as specified in an Order Form, or who has entered into this Agreement only for a free trial. "Customer Data" means all non public data, works and materials, uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; or supplied by the Customer to Explorium for uploading to, transmission by or storage on the Platform, but excluding Platform Logs; “Customer Features” means any Customer Data combined or enriched with Platform Data to create specific data science features used in a specific Customer Project and any analysis and conclusions derived from use of such features in a predictive model for a Customer Project. "Documentation" means the documentation for the Platform produced by Explorium and delivered or made available by Explorium to the you. “Enrichment Catalog” means Explorium’s proprietary or licensed data catalog comprising your many online sources and own databases. "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights, including copyrights and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models. “Order Form” means the Explorium issued ordering document that is entered into between Customer and Explorium, including any addenda thereto and which outline, among other, the scope of Services to be provided by Explorium, the term, fee and payment terms. “Platform” means Explorium’s proprietary automated data discovery Platform, as may be updated from time to time. “Platform Data” has the meaning provided in Section 2.1 of this Agreement. “Platform Logs”. means the usage information retrieved by Explorium when you use the Platform, including customer name, customer details, billing information, contact details of customer employees and representatives who are using the Platform, behavioral and technical information such as clicks, scrolls, focuses (i.e. zoom), and navigation patterns. “Project” means a complete prediction model for your specific commercial hypotheses/question ready for use on production mode, including extraction of the most applicable datasets from your Data, optimal enrichment by the Platform using the Enrichment Catalog and applying the most relevant model to the enriched data. "Services" means any the services provided by Explorium to you, via the Platform as outlined in any specific Order Form, including testing and monitoring of Platform in order to identify and minimize bugs. “Term” means the term specified in the specific Order Form. 2. LICENSE License to Explorium API and Platform Data. Subject to your compliance with the terms and conditions of this Agreement, Explorium hereby grants you a limited, revocable, non-exclusive, personal, non-transferable license during the Term , to: (a) use the Company’s automated data discovery platform (the “Platform”) for your internal business data science Projects; (b) access the Platform via API provided to you by Explorium ; (c) use the data made available to you via the Enrichment Catalog (“Platform Data”) solely for the purposes of generating internal predictive models or deriving insights or conducting data analysis for specific Projects. This license does not transfer to you any ownership rights to the Platform, API or Platform Data or other Intellectual Property Rights embodied or used in connection with the Platform, API or Platform Data. All right, title, and interest in and to the Platform, API, the Platform Data, and the Intellectual Property Rights associated therewith, are and will remain with Explorium and its licensors. Nothing in this Agreement may be interpreted as transferring or conferring on you any right to use the Intellectual Property Rights of Explorium, except as expressly provided herein. You will not take any action inconsistent with the Intellectual Property Rights of Explorium. Restrictions on Use. You may not sublicense, transfer, sell, lease, syndicate, the Platform or create derivative works of the API, the Platform the Platform Data, or the Customer Results, or otherwise provide access to the API or republish, redistribute, provide access to any Platform Data or the Customer Results to any third party not contemplated by this Agreement, for any purpose, commercial or non-commercial, for your own benefit or a third party’s benefit without Explorium’s prior written consent; You may not resell or make any external distribution of the Platform, the Platform data, the Customer Results and any predictive models or derived insights or data analysis obtained by use of the Services. You may not or allow anyone else to translate, disassemble, decompile or reverse-engineer in whole or in part the API or Platform Data or seek to reconstruct or discover source code, object code, HTML, Javascript, other code, know-how or algorithms associated with the API and Platform Data. You may not or allow anyone else to remove, disable, or otherwise create or implement any workaround to, any security features of the Platform or API. You will not or allow anyone else to use the Platform or the API in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform or to any third party. You will not or allow any third party to use the Platform, Platform Data or the Customer Features in any way that is unlawful, illegal, abusive, fraudulent or harmful, and in non-compliance with any applicable laws, including without limitation any applicable privacy regulation nor shall it assist or allow others to do so. You shall not and shall not allow anyone else to use the Platform, Platform Data to establish an individual’s suitability: (i) credit or loans; (ii) insurance; (iii) employment; (iv) a license or other benefit granted by a governmental authority, where such decision involves considering one’s financial responsibility or status; (v) housing; or (vi) any eligibility or other determinations that would cause the Platform, or Platform Data to be deemed a consumer report for purposes of the Fair Credit Reporting Act. 3. YOUR RESPONSIBILITIES You shall be responsible for maintaining the security of, your account, passwords and files, and for all uses of your account with or without your knowledge or consent. You must ensure that any registration information is kept up to date at all times. You at all times are responsible for any activities or action made through your account with or without your knowledge. You agree to notify Explorium immediately upon learning of any unauthorized use of your account or any other breach of security of your account. You hereby represent and warrant that any and all Customer Data, is obtained by you in compliance with applicable law, and you have the legal right to disclose all Customer Data to Explorium, and have obtained all approvals required for such disclosure to Explorium from the applicable information owners in such manner that would allow Explorium to enrich the Customer Data pursuant to the terms of this Agreement, including through the use of Explorium’s partners’ and affiliates’ data sources. You shall place a privacy policy on your website or applications and shall disclose to your end-users the disclosure of such information to Explorium. You hereby agree that Customer Data shall not, at any time, include any patient, medical, or other protected heath information regulated by HIPAA or any similar federal, state or local laws and regulations. 4. PAYMENT TERMS Fee Payment. In consideration for license to the Platform and API, you shall pay the fees identified in the Order From. Unless otherwise provided in the Order Form, Payments shall be made upon execution of the Order Form and for the entire Initial Term. If any fees are past due, Explorium may assess interest on the past due amount at the rate of one and one half percent (1.5%) per month or, if lower, the highest rate permitted under applicable law. Interest will accrue from the due date of such fees. In addition to and not in lieu of any other remedy, Explorium may suspend your access to API, the Platform and Platform Data if you fail to pay any amount when due pursuant to this Section. Taxes. The fees identified in the Order Form are exclusive of all taxes, including, federal, state, sales, use, property, value add or other taxes. Free trial. If you are using a free trial of the Platform, this Section 4 does not apply during the course of the free trial. For clarity, all other sections of this Agreement remain in full force and effect. 5. CONFIDENTIALITY; PROPRIETARY RIGHTS Mutual Obligations. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Explorium includes non-public information regarding features, functionality and performance of the Demo Version, the Platform, API, Platform Data and, Enrichment Catalog, data provided from Explorium’s data partners and other enrichment sources. Proprietary Information of Customer includes Customer Data. Customer Data does not include any Platform Logs that do not contain or relate to data provided by Customer. The Receiving Party agrees: (i) to take commercially reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information (iii) to disclose Proprietary Information solely to your employees or consultants who have a need to know the Proprietary Information and have undertaken similar confidentiality obligations towards the Receiving Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information (except with regard to any personal identifiable information to the extent it is exchanged between the Parties) after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law., except that Recipient will disclose only such information as is legally required and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed. The restrictions regarding the use, disclosure, protection and destruction or return of Customer Data shall survive such termination for any reason whatsoever. Customer Data.. As between the Parties, you shall own all right, title and interest in and to the Customer Data. You hereby grant to Company a non-exclusive, royalty free right to use, copy, store, modify, create derivative works of, and display the Customer Data solely to the extent necessary to provide the Services to Customer. Unless otherwise provided herein, during and after the term of the Agreement, Explorium shall have no right to share the Customer Data with any third-party without your prior written consent. Notwithstanding the foregoing, Explorium may share Customer Data with Explorium’s cloud services provider ( which shall be one of AWS/ AZURE/ Google Cloud), or as required in order to enrich your Data, through the use of Explorium’s partners’ and affiliates’ data sources, provided however that any such use shall always be subject to Explorium’s agreements with its partners including appropriate confidentiality provisions and to Explorium’s Privacy Policy available on or through www.explorium.ai/privacy. Intellectual Property. Explorium shall own and retain all right, title and interest in and to(a) the Demo Version, the Platform, API, Enrichment Catalog, Platform Data, Platform Logs (b) all Documentation, improvements, enhancements or modifications thereto, (c) any software, applications, inventions or other technology developed in connection with the Services or support, provided to you and (c) all Intellectual Property rights related to any of the foregoing. Attributions and Trademarks. Except as expressly authorized in an applicable Order Form, neither party will make any use of the other party’s logos and trademarks in any manner, including any manner that dilutes, tarnishes or undermines the value of the other party’s marks. Notwithstanding the foregoing, Explorium may mention Customer as a customer of the Company and use its name and logo on a dedicated area on Company’s website and in marketing materials. Any press release or other publicity announcing or referring to this Agreement or the relationship between the parties, shall be subject to the prior written approval of the other party. No rights or subscription licenses are granted except as expressly set forth herein. Upon expiration or termination of this Agreement, you shall promptly destroy, or return to Explorium any data extracted from the Enrichment Catalog and any other Explorium Proprietary Information. 6. MUTUAL REPRESENTATIONS Each Party represents and warrants to the other Party that: (i) such Party has the full corporate right, power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (ii) the execution of this Agreement by such Party, and the performance by such Party of your obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound or any applicable law; (iii) when executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (iv) such Party acknowledges that the other Party makes no representations, warranties or agreements related to the subject matter hereof which are not expressly provided for in this Agreement. If at any time during the term of this agreement it becomes unlawful for Explorium to continue performance, Explorium may immediately terminate its performance under this agreement without penalty. If Explorium terminates under this section, Explorium will refund the unused portion of any prepaid fees. 7. WARRANTY AND DISCLAIMER EXPLORIUM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE DEMO VERSION, THE PLATFORM, THE PLATFORM DATA AND THE SERVICES ARE PROVIDED “AS IS” AND EXPLORIUM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, PROFITABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM DATA ACCURACY, RELIABILITY COURSE OF DEALING OR COURSE OF PERFORMANCE AND NON-INFRINGEMENT. 8. LIMITATION OF LIABILITY EXPLORIUM AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT, DATA AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT AND THE SERVICES OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS OR LOSS OF PROFIT; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND EXPLORIUM’S REASONABLE CONTROL; OR (D) FOR ANY DAMAGE CAUSED BY (OR RELATED TO) ANY ACT OR OMISSION OF ANY THIRD PARTY (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO EXPLORIUM FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT EXPLORIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. INDEMNIFICATION Any use of the Services is at your own risk and you shall indemnify and hold harmless Explorium and any of its data partners with respect thereto. In addition, you shall indemnify, defend and hold harmless, at your sole expense, Explorium, and its Affiliates, directors, officers, employees, agents, and shareholders from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees) (“Liabilities”) arising from third party claims that: (i) Your use of Services, Platform Data or Customer Features violated applicable laws and regulations or were in breach of this Agreement; or (ii) That Customer Data provided to Explorium in any way pursuant to this Agreement was provided in a manner that infringes any applicable privacy law, Explorium’s or your Privacy Policy, or that the required permissions were not duly obtained from the individual owners of the information; (iii) That your product or service or Customer Data infringes any third party IP Rights or any applicable law (iv) are related to your products or services. Explorium shall indemnify you and defend and hold harmless, from and against any and all Liabilities arising directly from any third party claim that the Platform or the API infringed any patent or copyright of any third-party with respect to licenses granted pursuant to this Agreement, provided that: (1) you promptly notify Explorium in writing of the claim, allow Explorium sole control of the defence and/or settlement and cooperate with Explorium in the defence or settlement of such action; (2) such claim did not arise from; (i) Your use of the Service other than as specified in this Agreement or applicable Documentation; (ii) the combination, operation or use of the Services with other products or services not supplied by Explorium, where the Service in itself would not be infringing; or (3) the negligence or wilful misconduct by you. In the event that any Company’s Service, the Platform, API, or Platform Data becomes subject to a claim, or is likely to become subject to a claim in Company’s sole discretion, that is based on infringement of any third party Intellectual Property Rights or privacy rights, Company shall at its option either (i) modify the Service, the Platform, API, or Platform Data or any part thereof as applicable, so as to avoid any alleged infringement or violation; (ii) obtain any rights required to avoid such alleged infringement or violation; or (iii) terminate this Agreement with respect to such Service, the Platform, API, or Platform Data and refund you of any prepaid fees applicable to the remainder of the then-current Term. This Section states the Company’s entire obligation towards Customer with respect to any claim of infringement of 3rd party’s rights. 10. RELATIONSHIP OF THE PARTIES Explorium’s provision of the Services to you is non-exclusive. Nothing in the Agreement prevents Explorium from providing the Services to any other third party. Explorium is an independent contractor of the you in provision of the Services pursuant to this Agreement. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Explorium in any respect whatsoever. 11. TERM & TERMINATION Term. Unless otherwise provided in any specific Order Form and subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Services (including your Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement, provided however that to the extent termination by Explorium is not due to your violation of this Agreement, Documentation or Explorium’s security policies, either Party’s privacy policy, or the applicable law, Explorium shall refund you of any prepaid fees applicable to the remainder of the then-current Term. Such refund shall be Explorium’s entire obligation towards you with respect to a termination for convenience by Explorium Effect of Termination: Upon termination of this Agreement, your Account and right to access and use the Services will terminate immediately. All licenses granted under this Agreement will also terminate, and Explorium will immediately terminate your access to the API, the Demo Version and Explorium Platform and you shall immediately, delete, remove, destroy or return to Explorium, any and all Platform Data and any data extracted from the Enrichment Catalog. In the event of any termination: (a) you will not be entitled to any refund of any fees for Services not yet rendered through the date of termination (except where explicitly stated otherwise in an Order Form); and (b) any: (i) outstanding balance through the date of termination; and (ii) other unpaid payment obligations will be immediately due and payable in full. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 12. MISCELLANEOUS Complete Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Assignment. This Agreement is not assignable, transferable or sublicensable by you except with Explorium’s prior written consent. Explorium may transfer and assign any of your rights and obligations under this Agreement without your consent. Subject to the foregoing, this Agreement and any Work Order shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Force Majeure. Neither Party will be liable for, or be considered in breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement as a result of strike, fire, explosion, flood, storm, material shortages, riot, insurrection, governmental acts, labor conditions, acts of God, war, earthquake or any other cause which is beyond the reasonable control of such Party; provided that the non-performing Party gives reasonably prompt notice under the circumstances of such condition(s) to the other Party. The provisions of this Clause shall not apply to Customer's obligation to pay for Services rendered in accordance with the terms contained herein. Governing Law. This Agreement, including any Work Order, and any claims, whether in contract, tort or otherwise, arising from this Agreement or any Work Order shall be governed by and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. The parties agree that the state and federal courts sitting in New York City, New York, USA, shall have proper and exclusive jurisdiction and venue for any proceedings arising from this Agreement. Update. Explorium reserves the right to change this license Agreement at any time, so please re-visit this page frequently. We will provide notice of substantial changes of this License Agreement on the homepage of our website and/or we will send you an e-mail regarding such changes to the e-mail address that you provided us with, if applicable. Such substantial changes will take effect seven (7) days after such notice was provided on our Site or sent by email (if applicable). Otherwise, all other changes to this License Agreement are effective as of the stated “Last Revised” date and your continued use of the Site after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. If you have any questions (or comments) concerning this License Agreement, please contact us at: info@explorium.ai or Explorium Inc. 400 Concar Dr. San Mateo, CA 94402.